Amended and restated term sheet |
Term
Sheet No. 2-A to Product Supplement No. 94-I Registration Statement No. 333-130051 Dated January 29, 2008; Rule 433 |
Structured |
JPMorgan Chase & Co. $ 90% Principal Protected Notes Linked to the S&P GSCI Agriculture Index Excess Return due February 4, 2009 |
General
Key Terms
Index: |
The S&P GSCI Agriculture Index Excess Return (the Index) |
Payment at Maturity: |
At maturity, you will receive a cash payment, for each $1,000 principal amount note, of $900 plus the Additional Amount, which may be zero but will not be more than the Maximum Return. |
Additional Amount: |
The Additional Amount per $1,000 principal amount note paid at maturity will equal $1,000 x the Agriculture Return x the Participation Rate; provided that the Additional Amount will not be less than zero or greater than the Maximum Return. For example, if the Agriculture Return is greater than 20.5715%, the Participation Rate is 175% and the Maximum Return is 36%, the Additional Amount will be equal to the Maximum Return of $360, which entitles you to a payment at maturity of $1,260 ($900 + $360) for every $1,000 principal amount note, which represents a 26% maximum total return on your investment. |
Partial Principal Protection Percentage: |
90% principal protection (10% of your principal amount is at risk) |
Maximum Return: |
The Maximum Return will be determined on the pricing date and will not be less than $360 (or 36% x $1,000) or greater than $400 (or 40% x $1,000) for each $1,000 principal amount note. The Maximum Return limits the potential total return on an investment in the notes to between 36% and 40%. |
Participation Rate: |
At least 175%. The actual Participation Rate will be determined on the pricing date and will not be less than 175%. |
Agriculture Return: |
Agriculture Closing Level Agriculture Starting Level |
Agriculture Starting Level: |
The closing level of the Index on the pricing date. |
Agriculture Closing Level: |
The arithmetic average of the closing levels of the Index on the four Ending Averaging Dates. |
Ending Averaging Dates: |
January 27, 2009, January 28, 2009, January 29, 2009 and January 30, 2009 |
Maturity Date: |
February 4, 2009 |
CUSIP: |
48123MQA3 |
| This term sheet no. 2-A amends, restates and supersedes term sheet no. 2 to product supplement no. 94-I (term sheet no. 2 is available on the SEC website at http://www.sec.gov/Archives/edgar/data/19617/000089109208000291/e29887fwp.pdf) in its entirety . | |
| Subject to postponement in the event of a market disruption event and as described under Description of Notes Payment at Maturity in the accompanying product supplement no. 94-I. |
Investing in the 90% Principal Protected Notes involves a number of risks. See Risk Factors beginning on page PS-9 of the accompanying product supplement no. 94-I and Selected Risk Considerations beginning on page TS-3 of this term sheet no. 2-A.
JPMorgan Chase & Co. has filed a registration statement (including a prospectus) with the Securities and Exchange Commission, or SEC, for the offering to which this term sheet no. 2-A relates. Before you invest, you should read the prospectus in that registration statement, each prospectus supplement, product supplement no. 94-I and any other documents relating to this offering that JPMorgan Chase & Co. has filed with the SEC for more complete information about JPMorgan Chase & Co. and this offering. You may get these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, JPMorgan Chase & Co., any agent or any dealer participating in this offering will arrange to send you the prospectus, each prospectus supplement, product supplement no. 94-I and this term sheet no. 2-A if you so request by calling toll-free 866-535-9248.
You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying the applicable agent. We reserve the right to change the terms of, or reject any offer to purchase the notes prior to their issuance. In the event of any changes to the terms of the notes, we will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to reject such changes in which case we may reject your offer to purchase.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or passed upon the accuracy or the adequacy of this term sheet no. 2-A or the accompanying prospectus supplements and prospectus. Any representation to the contrary is a criminal offense.
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Price to Public |
Fees and Commissions (1) |
Proceeds to Us |
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Per note |
$ |
$ |
$ |
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Total |
$ |
$ |
$ |
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(1) | Please see Supplemental Underwriting Information in this term sheet no. 2-A for information about fees and commissions. |
The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.
JPMorgan
January 29, 2008
Additional Terms Specific to the Notes
You should read this term sheet no. 2-A together with the prospectus dated December 1, 2005, as supplemented by the prospectus supplement dated October 12, 2006 relating to our Series E medium-term notes of which these notes are a part, and the more detailed information contained in product supplement no. 94-I dated August 17, 2007. This term sheet no. 2-A, together with the documents listed below, contains the terms of the notes and supersedes all other prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other educational materials of ours. This term sheet no. 2-A amends, restates and supersedes term sheet no. 2 dated January 15, 2008 to product supplement no. 94-I in their entirety. You should rely only on the information contained in this term sheet no. 2-A and in the documents listed below in making your decision to invest in the notes. You should carefully consider, among other things, the matters set forth in Risk Factors in the accompanying product supplement no. 94-I, as the notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the notes.
You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):
Our Central Index Key, or CIK, on the SEC website is 19617. As used in this term sheet no. 2-A, the Company, we, us or our refers to JPMorgan Chase & Co.
Sensitivity Analysis Hypothetical Payment at Maturity for Each $1,000 Principal Amount Note
The following table and graph illustrate the payment at maturity (including, where relevant, the payment of the Additional Amount equal to zero) for a $1,000 principal amount note for a hypothetical range of performance for the Agriculture Return from -100% to +80%. The following table and graph also assume an Agriculture Starting Level of 85, a Participation Rate of 175% and a Maximum Return of $360 per $1,000 principal amount note (or 36% x $1,000), which results in a maximum payment at maturity per $1,000 principal amount note of $1,260 (reflecting a maximum return on investment of 26%). The actual Participation Rate will be set on the pricing date and will not be less than 175%. The actual Maximum Return will be set on the pricing date and will not be less than $360 (or 36% x $1,000) or greater than $400 (or 40% x $1,000). The following results are based solely on the hypothetical example cited. You should consider carefully whether the notes are suitable to your investment goals. The numbers appearing in the following table have been rounded for ease of analysis.
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Agriculture |
Agriculture |
Agriculture Return |
Additional |
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90% of |
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Payment at |
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153.00000 |
80.0000% |
36.00% |
$360.00 |
+ |
$900.00 |
= |
$1,260.00 |
140.25000 |
65.0000% |
36.00% |
$360.00 |
+ |
$900.00 |
= |
$1,260.00 |
127.50000 |
50.0000% |
36.00% |
$360.00 |
+ |
$900.00 |
= |
$1,260.00 |
119.00000 |
40.0000% |
36.00% |
$360.00 |
+ |
$900.00 |
= |
$1,260.00 |
110.50000 |
30.0000% |
36.00% |
$360.00 |
+ |
$900.00 |
= |
$1,260.00 |
102.48578 |
20.5715% |
36.00% |
$360.00 |
+ |
$900.00 |
= |
$1,260.00 |
102.00000 |
20.0000% |
35.00% |
$350.00 |
+ |
$900.00 |
= |
$1,250.00 |
93.50000 |
10.0000% |
17.50% |
$175.00 |
+ |
$900.00 |
= |
$1,075.00 |
89.85775 |
5.7150% |
10.00% |
$100.01 |
+ |
$900.00 |
= |
$1,000.01 |
89.25000 |
5.0000% |
8.75% |
$87.50 |
+ |
$900.00 |
= |
$987.50 |
85.00000 |
0.0000% |
0.00% |
$0.00 |
+ |
$900.00 |
= |
$900.00 |
80.75000 |
-5.0000% |
0.00% |
$0.00 |
+ |
$900.00 |
= |
$900.00 |
76.50000 |
-10.0000% |
0.00% |
$0.00 |
+ |
$900.00 |
= |
$900.00 |
68.00000 |
-20.0000% |
0.00% |
$0.00 |
+ |
$900.00 |
= |
$900.00 |
59.50000 |
-30.0000% |
0.00% |
$0.00 |
+ |
$900.00 |
= |
$900.00 |
51.00000 |
-40.0000% |
0.00% |
$0.00 |
+ |
$900.00 |
= |
$900.00 |
42.50000 |
-50.0000% |
0.00% |
$0.00 |
+ |
$900.00 |
= |
$900.00 |
34.00000 |
-60.0000% |
0.00% |
$0.00 |
+ |
$900.00 |
= |
$900.00 |
25.50000 |
-70.0000% |
0.00% |
$0.00 |
+ |
$900.00 |
= |
$900.00 |
17.00000 |
-80.0000% |
0.00% |
$0.00 |
+ |
$900.00 |
= |
$900.00 |
8.50000 |
-90.0000% |
0.00% |
$0.00 |
+ |
$900.00 |
= |
$900.00 |
0.00000 |
-100.0000% |
0.00% |
$0.00 |
+ |
$900.00 |
= |
$900.00 |
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JPMorgan
Structured Investments
90% Principal Protected Notes Linked to the S&P GSCI Agriculture Index Excess Return |
TS-1 |
Hypothetical Examples of Amounts Payable at Maturity
The following examples illustrate how the total returns set forth in the table and graph above are calculated.
Example 1: The level of the Index increases from the Agriculture Starting Level of 85 to an Agriculture Closing Level of 93.50. Because the Agriculture Closing Level of 93.50 is greater than the Agriculture Starting Level of 85 and the Agriculture Return of 10% multiplied by the hypothetical Participation Rate of 175% does not exceed the hypothetical Maximum Return of 36%, the Additional Amount is equal to $175 and the investor receives a payment at maturity of $1,075 per $1,000 principal amount note, calculated as follows:
$900 + ($1,000 x [(93.50-85)/85] x 175%) = $1,075
Example 2: The level of the Index decreases from the Agriculture Starting Level of 85 to an Agriculture Closing Level of 76.50. Because the Agriculture Closing Level of 76.50 is less than the Agriculture Starting Level of 85, the final payment per $1,000 principal amount note at maturity is $900 (reflecting a loss of 10% of principal).
Example 3: The level of the Index increases from the Agriculture Starting Level of 85 to an Agriculture Closing Level of 110.50. Because the Agriculture Closing Level of 110.50 is greater than the Agriculture Starting Level of 85 and the Agriculture Return of 30% multiplied by the hypothetical Participation Rate of 175% is greater than the hypothetical Maximum Return of 36%, the Additional Amount is equal to the hypothetical Maximum Return of $360 and the investor receives the maximum payment at maturity of $1,260 ($900 + $360) per $1,000 principal amount note (reflecting a return on investment of 26%).
Selected Purchase Considerations
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JPMorgan
Structured Investments
90% Principal Protected Notes Linked to the S&P GSCI Agriculture Index Excess Return |
TS-2 |
Selected Risk Considerations
An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in the Index or any of the exchange-traded futures contracts underlying the Index. These risks are explained in more detail in the Risk Factors section of the accompanying product supplement no. 94-I dated August 17, 2007.
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JPMorgan
Structured Investments
90% Principal Protected Notes Linked to the S&P GSCI Agriculture Index Excess Return |
TS-3 |
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JPMorgan
Structured Investments
90% Principal Protected Notes Linked to the S&P GSCI Agriculture Index Excess Return |
TS-4 |
Historical Information
The following graph sets forth the historical performance of the S&P GSCI Agriculture Index Excess Return based on the weekly closing level of the Index from January 3, 2003 through January 25, 2008. The closing level of the Index on January 28, 2008 was 86.89311. We obtained the closing levels of the Index below from Bloomberg Financial Markets. We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Financial Markets.
The historical levels of the Index should not be taken as an indication of future performance, and no assurance can be given as to the closing level of the Index on any of the Ending Averaging Dates. We cannot give you assurance that the performance of the Index will result in a payment at maturity in excess of $900 per $1,000 principal amount note.
Supplemental Underwriting Information
JPMSI, acting as agent for JPMorgan Chase & Co., will receive a commission that will depend on market conditions on the pricing date. In no event will that commission, which includes structuring and development fees, exceed $17.50 per $1,000 principal amount note. See Underwriting beginning on page PS-42 of the accompanying product supplement no. 94-I.
For a different portion of the notes to be sold in this offering, an affiliated bank will receive a fee and another affiliate will receive a structuring and development fee. In no event will the total amount of these fees exceed $17.50 per $1,000 principal amount note.
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JPMorgan
Structured Investments
90% Principal Protected Notes Linked to the S&P GSCI Agriculture Index Excess Return |
TS-5 |